Statement of Changes in Beneficial Ownership (4)
June 08 2017 - 5:20PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
English Edward C
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2. Issuer Name
and
Ticker or Trading Symbol
TESARO, Inc.
[
TSRO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
VP of Finance & Administration
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(Last)
(First)
(Middle)
C/O TESARO, INC., 1000 WINTER STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/6/2017
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(Street)
WALTHAM, MA 02451
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $0.0001
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6/6/2017
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M
(1)
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5000
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A
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$24.18
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5396
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D
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Common Stock, par value $0.0001
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6/6/2017
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M
(1)
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3500
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A
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$33.74
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8896
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D
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Common Stock, par value $0.0001
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6/6/2017
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S
(1)
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4100
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D
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$137.98
(2)
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4796
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D
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Common Stock, par value $0.0001
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6/6/2017
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S
(1)
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3400
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D
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$138.82
(3)
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1396
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D
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Common Stock, par value $0.0001
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6/6/2017
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S
(1)
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638
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D
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$140.05
(4)
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758
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D
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Common Stock, par value $0.0001
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6/6/2017
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S
(1)
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362
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D
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$142.16
(5)
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396
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Option (right to buy)
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$24.18
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6/6/2017
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M
(1)
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5000
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(6)
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3/6/2023
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Common Stock
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5000
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$0
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10000
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D
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Employee Stock Option (right to buy)
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$33.74
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6/6/2017
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M
(1)
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3500
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(7)
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2/27/2024
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Common Stock
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3500
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$0
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6000
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D
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Explanation of Responses:
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(1)
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The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 29, 2016.
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(2)
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The price reported is a weighted average. The shares were sold in multiple transactions at prices ranging from $137.38 to $138.37, inclusive. The reporting person undertakes to provide to TESARO, Inc., any security holder of TESARO, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
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(3)
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The price reported is a weighted average. The shares were sold in multiple transactions at prices ranging from $138.38 to $139.35, inclusive. The reporting person undertakes to provide to TESARO, Inc., any security holder of TESARO, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
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(4)
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The price reported is a weighted average. The shares were sold in multiple transactions at prices ranging from $139.45 to $140.36, inclusive. The reporting person undertakes to provide to TESARO, Inc., any security holder of TESARO, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
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(5)
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The price reported is a weighted average. The shares were sold in multiple transactions at prices ranging from $141.85 to $142.42, inclusive. The reporting person undertakes to provide to TESARO, Inc., any security holder of TESARO, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
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(6)
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A quarter of the original grant of options to purchase 25,000 shares of common stock vested on March 6, 2014 and, thereafter, 1/36th of the remaining options vested on each monthly anniversary of such date until fully vested.
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(7)
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A quarter of the original grant of options to purchase 25,000 shares of common stock vested on February 27, 2015 and, thereafter, 1/36th of the remaining options vest on each monthly anniversary of such date until fully vested.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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English Edward C
C/O TESARO, INC.
1000 WINTER STREET
WALTHAM, MA 02451
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VP of Finance & Administration
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Signatures
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/s/ Joseph L. Farmer, Attorney-in-Fact
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6/8/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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